Franchise Agreement

This Franchise Agreement is made on [AGREEMENT DATE] (the "Effective

Date") between [PARTY A NAME], [whose principal place of residence is at /

a [CORPORATE JURISDICTION] corporation with its principal place of

business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]")

and [PARTY B NAME], [whose principal place of residence is at /

a [CORPORATE JURISDICTION] corporation with its principal place of

business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

The parties agree as follows (the capitalized terms used in this agreement, in

addition to those above, being defined in section [DEFINITIONS]).

Franchise Grant and Fees

Franchise Grant. [PARTY A] hereby grants to [PARTY B] the franchise grant

described in section [FRANCHISE GRANT] (the "[DELIVERABLE]").

Fees. [PARTY B] shall pay [PARTY A] the Royalties Fees described in

section [ROYALTIES FEES].

Franchise Grant

Grant. [PARTY A] hereby grants to [PARTY B] [the exclusive / a non-

exclusive] right and license to operate a franchised business of

the [FRANCHISE NAME] franchise (the "Franchised Business"), and to

use [PARTY A]'s Proprietary Marks designated as part of the Franchised

Business within the Territory, at the Franchise Location (the

"[DELIVERABLE]").

Proprietary Marks

Ownership of Proprietary Marks and Good Will. [PARTY B] hereby

acknowledges that

[PARTY A] owns all right, title, and interest in the Proprietary Marks,

[PARTY B]'s use of the Proprietary Marks, and any resulting good will,

will accrue solely for [PARTY A]'s benefit, and

this agreement does not confer any goodwill or other interests in the

Proprietary Marks on [PARTY B].

Use of Proprietary Marks. [PARTY B] will use the Proprietary Marks only

in compliance with this agreement, and not as part of any corporate or

trade name, or in connection with unauthorized goods or services.

No Contest. During and after the Term, [PARTY B] will not contest the

validity or [PARTY A]'s ownership of the Proprietary Marks.

Notification of Infringement and Litigation

 Notification of Infringement. [PARTY B] shall immediately

notify [PARTY A] in writing if it becomes aware of any apparent

infringement or challenge to [PARTY B]'s use of any Proprietary Mark, or

to any similar trade name, trademark, or service mark, [PARTY B].

[PARTY A]'s Control Over Litigation. [PARTY A] will have exclusive

control over any litigation in connection with infringement of the

Proprietary Marks.

[PARTY B]'s Litigation Cooperation. [PARTY B] shall execute

any instruments and take all other actions necessary to protect and

maintain [PARTY A]'s interests in any litigation in connection with

infringement of the Proprietary Marks.

Changes to Proprietary Marks

Notify [PARTY B] of New Marks. If [PARTY A] chooses to use a new

trademark or service mark, to modify or discontinue use of any current

Proprietary Mark, or to use any substitute trademark or service

mark, [PARTY A] shall promptly notify [PARTY B] of the changes.

[PARTY B] Shall Use New Marks. Within a reasonable time

after [PARTY A]'s notice of a new mark, a modified or discontinued

Proprietary Mark, or substituted mark, [PARTY B] shall, at its own

expense, take all actions necessary to incorporate [PARTY A]'s changes

 to its marks into [PARTY B]'s goods, services, and facilities

bearing [PARTY A]'s marks.

Rights Reserved by [PARTY A]

No Obligation to Grant Additional Franchises. [PARTY A] will not be

required to grant any additional franchises to [PARTY B] or any third party.

[PARTY A]'s Discretion Over Franchise Terms. [PARTY A] may grant

licenses for third parties to operate [FRANCHISE NAME] under

whatever conditions [PARTY A] deems appropriate.

Definitions

Franchise Location. "Franchise Location" means the location at [INSERT

ADDRESS OF FRANCHISE LOCATION].

Territory. "Territory" means the territory designated in the map attached

as [ATTACHMENT].

Proprietary Marks. 'Proprietary Marks" means the trademark, service

marks, trade names, and similar marks listed in the

attachment [ATTACHMENT].

Royalties. In exchange for the [DELIVERABLE], [PARTY B] shall

pay [PARTY A] the Royalties Fees, and down payment, according to

section [PAYMENT OF ROYALTIES].

Royalties Fees

Down Payment. On the Effective Date, [PARTY B] shall pay [PARTY

A] a down payment of $[DOWN PAYMENT AMOUNT].

Fixed Royalty Rate. [PARTY B] shall pay to [PARTY A] Royalties Fees

equal to [ROYALTY PERCENTAGE]% of [PARTY B]'s gross sales at the

franchised business over each [PAYMENT PERIOD] period (each period,

an "Accounting Period"),

due within [14] Business Days' of the end of the applicable Accounting

Period,

in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Minimum Royalty Fee. Each Accounting Period, [PARTY B] shall

pay [PARTY A] a minimum royalty fee equal to $[MINIMUM ROYALTY FEE

AMOUNT], which will be credited against any Royalty Fees due that

Accounting Period under paragraph [FIXED ROYALTY RATE].

Advertising Fee. [PARTY B] shall pay to [PARTY A] an advertising fee

of [ADVERTISING FEE PERCENTAGE] of gross sales each Accounting

Period.

Accounting. [PARTY B] shall send with each payment to [PARTY A] a

certified accounting for the applicable Accounting Period, correctly

listing [PARTY B]'s sales over that Accounting Period.

Taxes. Payment amounts under this agreement do not include Taxes,

and [PARTY B] shall pay all Taxes applicable to payments between the

parties under this agreement.

Interest on Late Payments. Any amount not paid when due will bear interest

from the due date until paid at a rate

equal to [1]% per month ([12.68]% annually) or the maximum allowed by Law,

whichever is less.

Term, Renewal, and Option to Purchase

Initial Term. This agreement will commence on [the Effective Date / [DATE,

MONTH]], and will continue for [TERM MONTHS] months unless terminated

earlier (the "Initial Term").

Renewal
 Options for Renewal. Subject to paragraph [ELIGIBILITY FOR

RENEWAL], if [PARTY B] gives [PARTY A] at least [RENEWAL NOTICE

PERIOD] Business Days' notice to [PARTY A], [PARTY B] may renew this

agreement for two additional, consecutive terms ("Renewal Terms").

Eligibility for Renewal. [PARTY B] will have the right to renew under

paragraph [OPTIONS FOR RENEWAL] only if [PARTY B]

is not in breach of or default under this or any other agreement

with [PARTY A], and

has paid all outstanding amounts owed to [PARTY A].

Option to Purchase Assets

[PARTY A]'s Option. On the expiration or termination of this

agreement, [PARTY A] may purchase from [PARTY B] some or all of the

assets [PARTY B] used in the franchised business.

Purchase Price

Fair Market Value. If [PARTY A] chooses to purchase any assets under

paragraph [PARTY A'S OPTION], [PARTY A] shall pay for

each asset the fair market value of the asset, determined as of the

effective date of purchase and accounting for reasonable depreciation

and condition of the asset.

 Disputes Over Purchase Price. If the parties are unable to agree on the

fair market value of the assets within 30 Business Days of [PARTY

B]'s receipt of [PARTY A]'s notice to exercise its option to purchase, the

fair market value will be determined by three professionally certified

appraisers, one selected by each party, and the third selected by the two

the parties selected.

Term. "Term" means the Initial Term or the then-current Renewal Term.

Representations

Mutual Representations

Existence. The parties are corporations incorporated and existing under

the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to

enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered

this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding

obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that the

party could reasonably expect might affect the party's performance of its

obligations under this agreement.

No Breach. Neither party’s execution, delivery, or performance of its

obligations under this agreement will breach or result in a default under

its articles, bylaws, or any unanimous shareholders agreement,

any Law to which it is subject,

any judgment, Order, or decree of any Governmental Authority to which

it is subject, or

any agreement to which it is a party or by which it is bound.

Permits, Consents, and Other Authorizations. Each party holds all

Permits and other authorizations necessary to

own, lease, and operate its properties, and

conduct its business as it is now carried on.

No Disputes or Proceedings. [Except as disclosed in the parties

respective Disclosure Schedules] There are no Legal Proceedings

pending, threatened, or foreseeable against either party, which would

affect that party’s ability to complete its obligations under this agreement.
 No Bankruptcy. Neither party has taken or authorized any proceedings

related to that party’s bankruptcy, insolvency, liquidation, dissolution, or

winding up.

[PARTY A]'s Representations

Ownership. [Except as disclosed in [PARTY A]'s Disclosure

Schedule] [PARTY A]

has the exclusive right to grant the [DELIVERABLE], and

has the exclusive right to use and grant rights to use the Proprietary

Marks.

Registration and Maintenance

Necessary Rights and Privileges. [PARTY A] possesses all necessary

rights and privileges to cause the Proprietary Marks to be registered in,

filed in, or issued by the United States Patent and Trademark Office or

the corresponding offices of other jurisdictions and countries.

No Adverse Facts or Circumstances. To [PARTY A]'s

Knowledge, there are no facts or circumstances which would prevent

its registration, filing, or issuance described in paragraph [NECESSARY

RIGHTS AND PRIVILEGES] above.

Maintenance. [PARTY A] has

 properly maintained the Proprietary Marks, and

paid all applicable maintenance and renewal fees.

No Prior Grant or Transfer. [PARTY A] has not

granted and is not obligated to grant any license to any third party that

would conflict with the [DELIVERABLE] under this agreement, or

assigned or otherwise granted, and is not obligated to assign or

otherwise grant, any of its rights or interest to any third party that would

conflict with the [DELIVERABLE] under this agreement.

No Infringement. The Proprietary Marks do not infringe the Intellectual

Property rights or other rights of any third party.

No Third Party infringement. Except as disclosed in [PARTY A]'s

Disclosure Schedule, to [PARTY A]'s Knowledge, no third party is

infringing the Proprietary Marks.

Not in Public Domain. The Proprietary Marks are not in the public

domain.

[PARTY B]'s Independent Investigation

Acknowledgements. [PARTY B] acknowledges that it

 has conducted its own independent investigation, review, and analysis

of [FRANCHISE NAME], [PARTY A]'s business, and the Franchise

Location], and

in making its decision to enter into this agreement and to consummate

the transactions contemplated hereby, [PARTY B] has relied solely on its

own investigation and [PARTY A]'s express representations, warranties,

and other statements listed in this agreements and in [PARTY A]'s

Disclosure Schedule

No Waiver. [PARTY B] will not have been deemed to have waived,

modified, or otherwise limited, by reason of having made its

investigation, [PARTY B]'s

representations and warranties, or

right to indemnification under section [INDEMNIFICATION].

Operations of Franchised Business

Condemnation and Casualty of Franchise Location

Notify [PARTY A] of Condemnation. [PARTY B] shall promptly

notify [PARTY A] of any proposed taking of the Franchise Location through

the exercise of the power of eminent domain.

 Request Relocation from [PARTY A]. If the Franchise Location is to be

taken, on [PARTY B]'s request [PARTY A] may, in its discretion,

allow [PARTY B] to relocate its Franchised Business to a new location.

Casualty. If the Franchise Location is damaged, [PARTY B] shall

promptly repair the damage.

Insurance. [PARTY B] shall obtain and maintain the insurance policies listed

in and according to [ATTACHMENT].

Training

Initial Training. [PARTY B] shall complete [PARTY A]'s initial training

programs, according to [PARTY A]'s then-current training guidelines and

costs, at the next scheduled training class after the Effective Date.

Employee Training. Before allowing any Person to hold a management

position at the Franchised Business, [PARTY B] shall require that

Person complete [PARTY A]'s initial training programs, according

to [PARTY A]'s then-current training guidelines and costs.

Regional Training. [PARTY B] shall complete one or more of [PARTY A]'s

regional training programs, according to [PARTY A]'s then-current training

guidelines and costs.

 Update Training. [PARTY B] shall attend and complete annual update

training programs, according to [PARTY A]'s then-current training

guidelines and costs.

Inspection by [PARTY A]

Inspection During Normal Business Hours. On at least [two] Business

Days' notice to [PARTY B], [PARTY A] may inspect the Franchise

Location, and [PARTY B]'s Books and Records, and Tax

Returns, during [PARTY B]'s normal business hours.

Pay Costs and Missing Fees. If [PARTY A]'s inspection reveals

that [PARTY B]'s gross sales have been understated by [2]% or more for

any Accounting Period, [PARTY B] shall immediately pay to [PARTY

A] the cost of the audit and the amount of royalty fees, plus interest.

Operating Hours

Post Operating Hours. Subject to applicable Laws, [PARTY B] shall

post the operating hours conspicuously at the Franchise Location

Modify Operating Hours. The parties may modify the operating hours

only by written agreement.

[PARTY B]'s Employees

 Employee Sufficient Employees. [PARTY B] shall employ a sufficient

number of trained and competent employees to ensure sufficient service

to [PARTY B]'s customers.

Relationship with [PARTY A]. No employee of [PARTY B] will be

deemed an employee of [PARTY A].

Accounting and Record Keeping. At [PARTY A]'s request, [PARTY B] shall,

at its expense, provide to [PARTY A] a reviewed or audited profit and loss

statement and balance sheet for the Franchised Business

within [60] Business Days of the end of each fiscal year.

Activities at the Franchise Location. At the Franchise Location, [PARTY

B] will not

engage in any business except for the Franchised Business,

without [PARTY A]'s written consent, or

allow the location to be used for any immoral or illegal purpose or activity.

Operations Manual

Operate According to Manuals. [PARTY B] shall operate the Franchised

Business according to the Manuals.

Confidentiality of Manuals. [PARTY B] shall treat the Manuals and all

information contained in them as Confidential Information, subject to the

 confidentiality obligations under the attached [Non-Disclosure

Agreement] referred to in section [CONFIDENTIALITY].

Copying of Manuals. [PARTY B] will not copy, duplicate, record or

otherwise reproduce the Manuals or any information in the Manuals,

without [PARTY A]'s written consent.

Ownership of Manuals. [PARTY A] will retain all ownership interests

in the Manuals.

Revised Manuals

Right to Revise Manuals. [PARTY A] may revise the Manuals or any

part of a Manual.

Deliver Revised Manuals to [PARTY B]. Promptly after making any

revision to a Manual, [PARTY A] shall deliver the revised Manuals

to [PARTY B].

Comply with Revised Manuals. Within a reasonable time of receiving

revised Manuals from [PARTY A], [PARTY B] shall ensure that all

operations of the Franchised Business comply with the revisions.

[PARTY B]'s Release of [PARTY A]

General Release. [PARTY B] hereby irrevocably releases and agrees not to

sue [PARTY A], [PARTY A]'s parent, Subsidiaries, Affiliates, and their
respective past and present officers, directors, shareholders, agents, and

employees for any claims arising out of conduct or omission occurring on or

before the Effective Date[, except for claiming arising out of [PARTY A]'s

representations disclosed in its Disclosure Schedule].

Acknowledgement of Release. [PARTY B] [and all guarantors] hereby

acknowledge that

[PARTY A] has given fair consideration for this release and,

they fully understand that this is a negotiated, complete, and final release

of all claims.

[PARTY A]'s Obligations

Loan [PARTY B] Manuals. [PARTY A] shall loan to [PARTY B] during the

term one copy of each Manual.

Provide Operating Assistance. [PARTY A] shall provide [PARTY B] with

operating assistance, including

on [PARTY B]'s reasonable request, consulting [PARTY B] by telephone

regarding franchise sales, support, and assistance, and

providing access to franchise sales advertising and promotional

materials [PARTY A] develops, the reasonable costs of which [PARTY

A] may require [PARTY B] to pay.

Advertising

Local Advertising Expenses. Each month, [PARTY B] shall spend at

least [MINIMUM MARKETING PERCENTAGE] percentage of its gross sales

on local marketing.

Document and Report Expenses. Each Accounting Period, [PARTY

B] shall document and report the monthly amounts it spent on advertising

during that Accounting Period.

Pre-Approval of Advertising. [PARTY B] will only use advertising,

marketing, and promotional materials, media, methods, campaigns, firms, and

venders [PARTY A] approves of in writing.

Confidentiality Obligations. The parties shall continue to be bound by the

terms of the non-disclosure agreement between the parties,

dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Competition. During the Term and for [NON-COMPETITION

PERIOD] months after the termination or expiration of this

agreement, [PARTY B] will not engage in any business or other commercial

activity similar to the Franchised Business within the Territory.

Non-Solicitation
Non-Solicitation of Employees and Customers. Subject to

paragraph [PERMITTED HIRINGS AND BUSINESS], during the period

starting on the Effective Date and ending [NON-SOLICITATION PERIOD

TERM] after the termination or expiration of this agreement (the "Non-

Solicitation Period"), [PARTY B] will not directly or indirectly, on [PARTY B]'s

own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to

leave [PARTY A], or

solicit or accept, or attempt to solicit or accept, the business of any

customer, consultant, or patron of [PARTY A].

Permitted Hirings and Business

Voluntary Contacts. [PARTY B] may employ or accept the business

of [PARTY A]'s officers, directors, employees, customers, consultants, or

patrons who contact [PARTY B] on their own initiative

without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director,

or employee of [PARTY A] whose employment with [PARTY A] has

terminated.
 Former Customers. [PARTY B] may do business with any former

customer, consultant, or patron of [PARTY A] who no longer does

business with [PARTY A].

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall

indemnify [PARTY A] (as an indemnified party) against all losses and

expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s operation of the Franchised Business or any

other use of the Franchise Location.

Mutual Indemnification. Each party (as an indemnifying party) shall

indemnify the other (as an indemnified party) against all losses arising out of

any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross

negligence.

Notice and Failure to Notify

 Notice Requirement. Before bringing a claim for indemnification, the

indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents

reasonably necessary to indemnify or defend the indemnifiable

proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying

party of the indemnifiable proceeding, the indemnifying will be relieved of

its indemnification obligations to the extent it was prejudiced by the

indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive

remedy available in connection with the indemnifiable proceedings described

in this section [INDEMNIFICATION].

Termination

Termination by [PARTY B] For Material Breach. [PARTY B] may terminate

this agreement with immediate effect by delivering notice of the termination

to [PARTY A], if
 [PARTY B] fails to perform, has made or makes any inaccuracy in, or

otherwise materially breaches, any of its obligations, covenants, or

representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH

CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice

to [PARTY A] reasonably detailing the breach.

Termination by [PARTY A]

Termination by [PARTY A] for Material Breach With Right to

Cure. [PARTY A] may terminate this agreement with immediate effect by

delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or

otherwise materially breaches, any of its obligations, covenants, or

representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH

CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice

to [PARTY B] reasonably detailing the breach.

 Termination by [PARTY A] Without Right to Cure. [PARTY A] may

terminate this agreement with immediate effect by delivering notice of the

termination to [PARTY B] if [PARTY B]

fails to pay any amounts it owes to [PARTY A] under this

agreement [three] separate time over the preceding [12] months,

loses the right to occupy the Franchise Location, or

is convicted of a felony.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or

enters receivership, dissolution, or liquidation, the other party may terminate

this agreement with immediate effect, by delivering notice of the termination to

the party.

Transfer

Right of First Refusal

Notification of Offer. [PARTY B] shall promptly notify [PARTY A] in

writing if [PARTY B], or any Person with an interest in [PARTY B], receives

and desires to accept any bona fide offer to purchase all or any part of his

or its interest in the Franchised Business or in [PARTY B], and the transfer

would
 result in a change in control of [PARTY B] or of the Franchised Business,

or

constitute a transfer of any interest held by a Person controlling [PARTY

B] or of the Franchised Business.

[PARTY A]'s Right of First Refusal. Within [30] Business Days' after

receiving notice of an offer from [PARTY B], [PARTY A] may exercise this

right of first refusal to buy from [PARTY B], or from the Person with

the interest in [PARTY B], the interest subject to the proposed transfer on

the same terms and conditions offered by the third party (except

that [PARTY A] or its designee shall be entitled to receive the

representations and warranties customary to the sale of a similarly sized

business and shall not be responsible for the payment of any broker

commission or other transactional fee), by sending written notice

to [PARTY B] or the Person with the interest in [PARTY B], of [PARTY A]'s

intent to exercise this right of first refusal.

Expiration of Option. If within [90] Business Days of giving notice

to [PARTY B] or the Person with the interest in [PARTY B], [PARTY A] has

not entered a binding agreement to buy the interest subject to the

proposed transfer, [PARTY B], or the Person holding the interest

 in [PARTY B], may offer the interest to the original offeror or to any other

third party, free from [PARTY A]'s right of first refusal.

Transfer by [PARTY A]. [PARTY A] may freely and fully transfer its interests

under this agreement, to inure to the benefit of the transferee or other legal

successor to [PARTY A]'s interests.

Transfer by [PARTY B]

Acknowledgement of Personal Nature of Agreement. [PARTY

B] acknowledges that the rights and duties created by this Agreement are

personal to [PARTY B] (or its shareholders or partners if [PARTY B] is a

corporation or partnership), and that [PARTY A] has entered into this

Agreement in reliance upon [PARTY A]'s perceptions of the individual or

collective character, skill, aptitude, attitude, business ability, and financial

capacity of [PARTY B] (or its shareholders, members, managers, or

partners).

No Transfer Without [PARTY A]'s Consent. [PARTY B] may not transfer

this agreement or any part of its interest under this agreement

without [PARTY A]'s written consent.

Unauthorized Transfer Constitute's Breach by [PARTY B]. If [PARTY

A] transfers this agreement or any interest under it without [PARTY A]'s

consent,
 [PARTY B] will be deemed in breach of this agreement, and

the transfer will be deemed void and of no effect.

Conditions for Approval of Transfer. [PARTY A] will not be required to

approve a proposed transfer unless [PARTY B] (and its owners) are in full

compliance with this agreement, and the following conditions are met

before [PARTY A]'s approval of the transfer:

the transferee has sufficient business experience to operate the

Franchised Business;

[PARTY B] has paid all fees due under this agreement;

[PARTY B] has paid [PARTY A] a transfer fee equal to [TRANSFER

FEE] to defray expenses [PARTY A] incurs under the transfer;

[PARTY B] executes a general release of all claims by [PARTY

B] against [PARTY A];

the transferee executes a written assumption of all [PARTY B]'s rights,

duties, and obligations under this agreement; and

[PARTY B] executes a non-competition agreement in favor of [PARTY

A] and transferee, binding for the remaining term of the non-competition

period under section [NON-COMPETITION].

Definitions

"Accounting Period" is defined in section [PAYMENT OF ROYALTIES].

"Action" means any legal or administrative claim, suit, action, complaint,

charge, grievance, arbitration, audit, investigation, inquiry, or other

proceeding.

"Affiliate" of any Person means, at the time the determination is made, any

other Person that, directly or indirectly, Controls, is Controlled by, or is under

common Control with that Person.

"Books and Records" means all books and records, including books of

account, ledgers and general, financial and accounting records, machinery

and equipment maintenance files, lists of parties to and prospects for

franchise agreements, supplier lists, production data, quality control records

and procedures, customer complaints, inquiry files, research, development

files, records, data (including all correspondence with any Governmental

Authority), sales material and records (including pricing history and sales and

pricing policies and practices), strategic plans, marketing and promotional

surveys, and material, research, and files relating to the intellectual property.

"Business Day" means a day other than a Saturday, a Sunday, or any other

day on which the principal banks located in New York, New York are not open

for business.
"Disclosure Schedule" means the schedules delivered, before the execution

of this agreement, by each party to the other party which list, among other

things, items the disclosure of which is necessary or appropriate either in

response to an express disclosure requirement contained in a provision of this

agreement or as an exception to one or more of the representations or

warranties made by the party, or to one or more of the covenants of the party.

The inclusion of an item in a Disclosure Schedule as an exception to a

representation or warranty will not by itself be deemed an admission by a

party that such item is material.

"Effective Date" is defined in the introduction to this agreement.

"Franchise Location" is defined in section [FRANCHISE GRANT].

"Franchised Business" is defined in section [FRANCHISE GRANT].

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political

subdivision of any of them,

(b) any agency or instrumentality of any such government or political

subdivision,
(c) any self-regulated organization or other non-governmental regulatory

authority or quasi-governmental authority (to the extent that its rules,

regulations or orders have the force of Law), or

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Initial Term" is defined in section [TERM, RENEWALS, AND OPTION TO

PURCHASE].

"Intellectual Property" means any and all of the following in any jurisdiction

throughout the world

(a) trademarks and service marks, including all applications and registrations,

and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the

foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations; and other intellectual

property and related proprietary rights, interests and protections (including all

rights to sue and recover and retain damages, costs and attorneys' fees for

past, present, and future infringement, and any other rights relating to any of

the foregoing).
"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, order,

ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order,

policy, or other requirement of any Governmental Authority having the force of

law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or

other legal, administrative, arbitral, or similar proceeding, whether civil or

criminal (including any appeal or review of any of the foregoing).

"Manuals" means [PARTY A]'s operations manuals regarding

the development, operation, and marketing of the Franchised Business.

"Non-Solicitation Period" is defined in section [NON-SOLICITATION].

"Order" means any decision, order, judgment, award, or similar order of any

court of competent jurisdiction, arbitration panel, or Governmental Authority

having jurisdiction over the subject matter, whether preliminary or final.

"Permits" means all material licenses, franchises, permits, certificates,

approvals, and authorizations, from Governmental Authorities necessary for

the ownership and operation of the party's business.

"Person" includes
(a) any corporation, company, limited liability company, partnership,

Governmental Authority, joint venture, fund, trust, association, syndicate,

organization, or other entity or group of persons, whether incorporated or not,

and

(b) any individual.

"Proprietary Mark" is defined in section [FRANCHISE GRANT].

"Renewal Term" is defined in section [TERM, RENEWALS, AND OPTION TO

PURCHASE].

"Royalties Fees" is defined in section [PAYMENT OF ROYALTIES].

"Subsidiaries" means any legal entity that

(a) a party owns more than 50% of the entity's outstanding voting securities or

equity interests, or

(b) of which a party is a general partner (excluding partnerships in which such

party or any Subsidiary of such party does not have a majority of the voting

interests in such partnership).

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and

other charges of a Governmental Authority, including income, franchise,

capital stock, real property, personal property, tangible, withholding,

employment, payroll, social security, social contribution, unemployment

compensation, disability, transfer, sales, use, excise, gross receipts, value-

added and all other taxes of any kind for which a party may have any liability

imposed by any Governmental Authority, whether disputed or not, any related

charges, interest or penalties imposed by any Governmental Authority, and

any liability for any other person as a transferee or successor by Law,

contract or otherwise.

"Tax Return" includes any report, return, declaration, or other information

statement relating to Taxes required to be supplied to a Governmental

Authority, including any schedule or attachment thereto, and including any

amendment thereof.

"Term is defined in section [TERM, RENEWALS, AND OPTION TO

PURCHASE].

"Territory" is defined in section [FRANCHISE GRANT].

General Provisions

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any

rights under this agreement will be deemed to be a waiver of that party's

rights.
 Written Waivers. A waiver or extension is only effective if it is in writing

and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its

rights under this agreement will not be deemed to be a waiver of that or

any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy

will preclude any other or further exercise of any right or remedy.

Entire Agreement. The parties intend that this agreement, together with all

attachments, schedules, exhibits, and other documents that both are

referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent relating to the subject

matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter,

and

replace all of the parties' previous discussions, understandings, and

agreements relating to the subject matter of this agreement.

Binding Effect. This [agreement /plan] will benefit and bind the parties and

their respective heirs, successors, and permitted assigns.

Counterparts
 Signed in Counterparts. This agreement may be signed in any number of

counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one

single document.

Amendment. This agreement can be amended only by a writing signed

by both parties.

Severability. If any part of this agreement is declared unenforceable or

invalid, the remainder will continue to be valid and enforceable.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character

or amount of any asset or liability, item of revenue, or expense is

required to be determined, or any consolidation or other accounting

computation is required to be made, that determination or calculation will

be made in accordance with the generally accepted accounting

principles defined by the professional accounting industry in effect in the

United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in

this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means

"including without limitation," and where it uses the word "includes," it

means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in

this agreement, or in any other document entered into or delivered under

this agreement,] is expressed by a party to be "to its knowledge," or is

otherwise expressed to be limited in scope to facts or matters known to

the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that

party, and

the knowledge that would or should have come to the attention of any

of them had they investigated the facts related to that statement and

made reasonable inquiries of other individuals reasonably likely to have

knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this

agreement to a statute includes the rules, regulations, and policies made

under that statute and any provision that amends, supplements,

supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words

importing the singular number include the plural and vice versa; words

importing gender include all genders.

Headings. The headings used in this agreement and its division into

sections, schedules, exhibits, appendices, and other subdivisions do not

affect its interpretation.

Internal References. References in this agreement to sections and other

subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the

first day after the event that began the period and ends at 5:00 p.m. [TIME

ZONE] Time on the last day of the period. If any period of time is to expire,

or any action or event is to occur, on a day that is not a Business Day, the

period expires, or the action or event is considered to occur, at 5:00

p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the

terms of this agreement. Any rule of legal interpretation to the effect that

any ambiguity is to be resolved against the drafting party will not apply in

interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this

agreement and those in any schedule to this agreement or in any

 document entered into under this agreement, the terms of [this

agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall

take all necessary steps to conform the inconsistent terms to the terms

of [this agreement / [SPECIFIED AGREEMENTS].

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement

and [SUBJECT MATTER OF THE AGREEMENT] will be settled by

arbitration in [STATE], according to the rules of the American Arbitration

Association then in effect, and by [NUMBER OF

ARBITRATORS] arbitrators[s].

Judgment. Judgment may be entered on the arbitrator's award in any

court having jurisdiction.

Arbitrator's Authority. The arbitrator will not have the power to award

any punitive [or consequential] damages.

Attorney Fees. If either party brings an Action to enforce their rights under

this agreement, the prevailing party may recover its expenses (including

reasonable attorneys' fees) incurred in connection with the Action and any

appeal from the losing party.

Governing Law and Consent to Jurisdiction and Venue

 Governing Law. This agreement, and any dispute arising out of

the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by

the laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to

the [exclusive, non-exclusive] jurisdiction and venue of any [state or

federal] court located within [VENUE COUNTY] County, State of [VENUE

STATE], in connection with any matter arising out of this [agreement /

plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the

Laws of the State of [GOVERNING LAW STATE], and

waives any objection which it might otherwise have to service of process

under the Laws of the State of [GOVERNING LAW STATE].

Notices

Method of Notice. The parties shall give all notices and communications

between the parties in writing by (i) personal delivery, (ii) a nationally-

recognized, next-day courier service, (iii) first-class registered or certified

mail, postage prepaid[, (iv) fax][, or (v) electronic mail] to the party's
 address specified in this agreement, or to the address that a party has

notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective

on

the other party's receipt of it, or

if mailed, the earlier of the other party's receipt of it and

the [fifth] business day after mailing it.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that

their breach or threatened breach of their obligations under

sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-

SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result

in irreparable harm to the other party that cannot be adequately relieved by

money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby

acknowledge their mutual intent that after any breach of the obligations listed

in the paragraph directly above, the non-breaching party may request any

applicable equitable remedies from a court, including injunctive relief, without

the need for that party to post any security.

Force Majeure. Neither party will be liable for performance delays nor for

non-performance due to causes beyond its reasonable control, except for

payment obligations.

Time is of Essence. Time is of the essence of this agreement and each of its

terms.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]